Heathrow6.45% S Regulatory News (88BX)

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014

Heathrow Finance plc

(incorporated with limited liability under the laws of England and Wales)

(formerly BAA (SH) plc)

announces Consent Solicitationin respect of certain Notes

28 January 2019. Heathrow Finance plc (the Issuer) announces today separate invitations (together the Consent Solicitation) to Noteholders of each class of notes described in the more detailed announcement accessible via the link set out below (together the Notes and each class of the Notes a Class) to consent to certain amendments to the terms and conditions of each Class, as proposed by the Issuer (each a Proposal and together the Proposals) for approval by an Extraordinary Resolution at separate meetings (including any adjourned such meetings) of the holders of each Class (each a Meeting and together the Meetings), all as further described in the link below.

http://www.rns-pdf.londonstockexchange.com/rns/3228O_1-2019-1-28.pdf

Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold their Notes when such intermediary would need to receive instructions from a Noteholder in order for such Noteholder to participate in, or (in the limited circumstances in which revocation is permitted) validly revoke their instruction to participate in, the Consent Solicitation and/or the relevant Meeting(s) by the deadlines specified above. The deadlines set by any such intermediary and any applicable Clearing System for the submission and (in the limited circumstances in which revocation is permitted) revocation of Consent Instructions will be earlier than the relevant deadlines above.

Unless stated otherwise, all announcements in connection with the Consent Solicitation will be made by the Issuer by delivery of a notice to the Clearing Systems for communication to Direct Participants and by publication on the website of the London Stock Exchange. Such announcements may also be made on the relevant Reuters Insider screen page and/or by the issue of a press release to a Notifying News Service. Copies of all announcements, notices and press releases can also be obtained from the Tabulation Agent, the contact details for which appear on the last page of the Consent Solicitation Memorandum. Significant delays may be experienced where notices are delivered to the relevant Clearing Systems and Noteholders are urged to contact the Tabulation Agent for the relevant announcements during the course of the Consent Solicitation. In addition, Noteholders may contact any of the Solicitation Agents for information using the contact details on the last page of the Consent Solicitation Memorandum.

Noteholders are advised to read the Consent Solicitation Memorandum carefully for full details of, and information on the procedures for participating in, the Consent Solicitation.

Barclays Bank PLC, HSBC Bank plc and Lloyds Bank Corporate Markets plc are acting as Solicitation Agents, Lucid Issuer Services Limited is acting as Tabulation Agent.

Questions and requests for assistance in connection with the Consent Solicitation may be directed to the Solicitation Agents:

Questions and requests for assistance in connection with the delivery of a Consent Instruction may be directed to the Tabulation Agent:

This announcement is released by Heathrow Finance plc and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), encompassing information relating to the Consent Solicitation and the Proposals described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/155, this announcement is made by Sally Ding, Head of Treasury and Corporate Finance.

DISCLAIMER This announcement must be read in conjunction with the Consent Solicitation Memorandum. The Consent Solicitation Memorandum contains important information which should be read carefully before any decision is made with respect to the Consent Solicitation. If any Noteholder is in any doubt as to the action it should take or is unsure of the impact of the implementation of any Extraordinary Resolution, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Consent Solicitation or otherwise participate at any Meeting. None of the Issuer, the Solicitation Agents, the Tabulation Agent or the Trustee expresses any opinion about the terms of the Consent Solicitation or the Extraordinary Resolutions or makes any recommendation whether Noteholders should participate in the Consent Solicitation or otherwise participate at the Meeting(s) applicable to them.

SOLICITATION AND DISTRIBUTION RESTRICTIONS

General

The distribution of this announcement and/or the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law, and persons into whose possession this announcement and/or the Consent Solicitation Memorandum comes are required to inform themselves about, and to observe, any such restrictions. Nothing in this electronic transmission constitutes an offer to buy or the solicitation of an offer to sell securities in any jurisdiction in which such offer or solicitation would be unlawful.

Nothing in this announcement or the Consent Solicitation Memorandum constitutes or contemplates an offer of, an offer to purchase or the solicitation of an offer to sell any security in any jurisdiction and participation in the Consent Solicitation by a Noteholder in any circumstances in which such participation is unlawful will not be accepted.